Exhibit 10.43
January 21, 2003

Mr. Mark Kacer
155504 SW 74th Court
Miami, FL 33157
Dear Mark

It is our pleasure to offer you the position of Chief Financial Officer,
Executive Vice President, Administration at vFinance, Inc. ("VFIN" or "the
Company"). Your start date will be on February 3, 2003 and your immediate
supervisor will be the Chief Operating Officer of vFinance, Inc. You will, in
your capacity as an officer of the Company, be responsible to the Board of
Directors.

 The compensation package the Company is prepared to extend to you is as
follows:

1)   The Company shall pay Employee a base salary of $127,500 per annum ("Base
     Salary"), payable on a bi-weekly basis, less any and all applicable Federal
     and State taxes.

2)   Employee will be eligible to earn an annual bonus of up to $100,000:
     $33,000 of which will be based on achieving management objectives and
     $67,000 will be in the form of profit sharing. The management objectives
     and the formula for calculating the profit sharing will be mutually agreed
     upon between you and the Company within 60 days of employment.

3)   Employee shall be eligible to participate in all employee benefit plans and
     arrangements now in effect or which may hereafter be established,
     including, without limitation, all life, group insurance and medical care
     plans and all disability, retirement and other employee benefit plans of
     the Company. In addition, the Company hereby agrees to pay for family
     medical (PPO) and family dental coverage for Employee. (Such coverage to
     begin on or about employee's start date).

4)   After an initial six-months of employment, on or about August 3,2003,
     Employee will be evaluated as to his performance. At the Company's
     discretion, the Employee may receive an increase to his salary and/or a
     portion of his expected annual bonus. In addition to this preliminary
     review, the Company agrees to review Employee's work performance on an
     annual basis with consideration given to the Employee's salary level, bonus
     amount and stock option position.

5)   The Employee will, immediately upon employment, begin earning (accruing)
     vacation at the rate of four weeks per annum.

6)   Employee shall be reimbursed for all reasonable pre-approved expenses
     incurred in the performance of his duties including, but not limited to,
     cellular telephone, entertainment, travel and other expenses deemed
     reasonably necessary by his direct superiors.

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7)   Employee will be granted an option to purchase 500,000 shares of VFIN
     Common Stock at an exercise price of $0.20 per share ("Options") pursuant
     to the terms and conditions of the Employee Option Plan. The Options shall
     vest as follows: 100,000 Options shall vest on August 3, 2003. 200,000
     Options shall vest each year on August 3, 2004 and August 3, 2005. Employee
     will also be eligible for ongoing option grants at the discretion of the
     Company. All Options vest if there is a change in management control of the
     company. Change of management control is deemed to occur when an individual
     or company purchases more than 51% of the issued shares of the Company and
     the Chairman and CEO of the Company are terminated or their respective
     positions are replaced. Beginning no later than one (1) year from the date
     of employment, the Company shall provide the Employee with standard
     piggy-back registration rights with respect to the shares of VFIN Common
     Stock underlying the Options.

8)   Employee's employment with the Company is "at will". The Company may for
     any reason, with or without cause, terminate you. During the term of your
     employment, you shall perform the duties and responsibilities consistent
     with the Position Description (see attachment) for the Chief Financial
     Officer as well as other duties as may be assigned to you. In the event the
     Company terminates you without cause or the Employee terminates his
     employment for any reason, each Party shall give the other party 90-day
     notice of termination in writing. The Company, at its option, reserves the
     right to accept Employees termination notice effective upon receipt of such
     notice by Employee. Should there be a change of management control as
     defined in 6 above and should new management terminate your employment;
     then you will be entitled to severance equal to one year salary plus
     benefits paid to Employee in twelve (12) equal monthly payments as long as
     you do not receive compensation for your ownership in the company in an
     amount equal to or greater than $1,000,000 USD. Should new management
     reduce Employee's salary and/or reduce the amount of bonus the Employee can
     earn, then you would have the option to terminate your employment and
     receive one year's salary (plus benefits) paid to you in twelve (12) equal
     monthly payments provided you do not receive compensation for your
     ownership in vFinance in an amount equal to or greater than $1,000,000 USD.

9)   "Confidential Information" means knowledge, information and material which
     is proprietary to the Company, of which Employee may obtain knowledge or
     access through or as a result of his employment by the Company (including
     information conceived, originated, discovered or developed in whole or in
     part by Employee during his employment with the Company). Confidential
     Information includes, but is not limited to, technical knowledge,
     information and material such as trade secrets, processes, formulas, data,
     know-how, strategies, analytical models, improvements, inventions, computer
     programs, drawings, patents, and experimental and development work
     techniques. Marketing and other information such as supplier lists,
     customer lists, list of prospective customers and acquisition targets,
     marketing and business plans, business or technical needs of customers,
     consultants, licenses or suppliers and their methods of doing business,
     arrangements with customers, consultants, licenses or suppliers, manuals
     and personal records or data. Confidential information also includes any
     information described above which the Company obtains from another party
     and which the Company treats as proprietary or designates as confidential,
     whether or not owned or developed by the Company. Notwithstanding the
     foregoing, any information which is or becomes available to the general
     public otherwise than by breach of this Section shall not constitute
     Confidential Information for purposes of this Agreement.

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a)   During the term of your employment and eighteen (18) months thereafter,
     Employee agrees to hold in confidence all Confidential Information and not
     to use such information for Employee's own benefits or to reveal, report,
     publish, disclose or transfer, directly or indirectly, any Confidential
     Information to any person or entity, or to utilize Confidential Information
     for any purposes, except in the course of Employee's work for the Company.

b)   Employee will abide by any and all security rules and regulations, whether
     formal or informal, that may from time to time be imposed by the Company
     for the protection of Confidential Information, and will inform the Company
     of any defects in or improvements that could be made to, such rules and
     regulations.

c)   Employee will notify the Company in writing immediately upon receipt of any
     subpoena, notice to produce, or other compulsory order to process of any
     court of law or government agency if such document requires or may require
     disclosure or other transfer of Confidential Information.

d)   Upon termination of employment, Employee will deliver to the Company any
     and all records and tangible property that contains Confidential
     Information that is in his possession or under his control.

10)  The Employee covenants and agrees that for a eighteen (18) month period
     following termination, you will not, directly or indirectly, hire any
     employee of the Company or its affiliates or solicit or induce any employee
     of the Company or its affiliates to leave the Company.

11)  In consideration for the Company offering you employment, Employee
     covenants and agrees that during your employment and for a eighteen (18)
     months thereafter, you will not, without the express prior written consent
     of the Company, directly or indirectly, compete with the business of the
     Company anywhere within the United States of America. Employee will
     undertake no activities that may lead you to compete with or to acquire
     rival, conflicting or antagonistic interests to those of the Company with
     respect to the business of the Company, whether alone, as a partner, or as
     an officer, director, employee, independent contractor, consultant or
     shareholder holding 5% or more of the outstanding voting stock of any other
     corporation, or as a trustee, fiduciary or other representative of any
     other person or entity.

If any court shall determine that the duration or geographical limit of any
covenant contained in these Sections 9, 10 or 11 is unenforceable, it is the
intention of the parties that these covenants shall not thereby be terminated
but shall be deemed amended to the extent required to render it valid and
enforceable, and such amendment to apply in the jurisdiction of the court that
has made such adjudication.

Employee acknowledges that by accepting this offer of employment, the covenants
contained in Sections 9, 10 and 11 hereof are the basis upon which this offer is
being proffered and that each of these covenants is reasonable and necessary to
protect and preserve the interests, properties and business of the Company, and
that an irreparable loss and damage will be suffered by the Company should
Employee breach any such covenants. Employee further acknowledges that he shall
not be precluded from the enforcement of these provisions.

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We are excited at the prospects of working with you, as we believe that you
possess skills that will assist vFinance in its efforts to be a leading
financial services company. Please indicate your acceptance by signing this
letter in the space provided below.

vFinance, Inc.

/s/ Renee Bobula
    Renee Bobula
    Human Resources Director
    January 21st, 2003

Agreed and accepted:

Employee

/s/ Mark Kacer
    Mark Kacer
    Chief Financial Officer
    January 21st, 2003